SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                 _______________

                                  SCHEDULE 14D-9

                      Solicitation/Recommendation Statement
                       Pursuant to Section 14(d)(4) of the
                         Securities Exchange Act of 1934

                                (Amendment No. 7)

                                 _______________

                               CBI INDUSTRIES, INC.
                            (Name of Subject Company)

                               CBI INDUSTRIES, INC.
                       (Name of Person(s) Filing Statement)

                     Common Stock, par value $2.50 per share
                 (and Associated Preferred Stock Purchase Rights)
                          (Title of Class of Securities)
                                 _______________

                                   124800 10 3
                      (CUSIP Number of Class of Securities)
                                 _______________

                             Charles O. Ziemer, Esq.
                    Senior Vice President and General Counsel
                               CBI Industries, Inc.
                               800 Jorie Boulevard
                         Oak Brook, Illinois  60521-2268
                                  (708) 572-7000
             (Name, Address and Telephone Number of Person Authorized
                 to Receive Notices and Communications on Behalf
                        of the Person(s) Filing Statement)
                                 _______________

                                 With a copy to:

                             Richard D. Katcher, Esq.
                          Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                          New York, New York  10019-6150
                                  (212) 403-1000





                   This Amendment No. 7 amends and supplements the
         Solicitation/Recomendation Statement on Schedule 14D-9 filed
         with the Securities and Exchange Commission (the "Commission")
         on November 16, 1995, and as subsequently amended (as so
         amended, the "Schedule 14D-9"), by CBI Industries, Inc., a
         Delaware corporation (the "Company" or "CBI"), relating to the
         tender offer made by PX Acquisition Corp. ("P Sub"), a Delaware
         corporation and a wholly owned subsidiary of Praxair, Inc., a
         Delaware corporation ("Praxair"), to purchase all outstanding
         shares of Common Stock, including the associated Rights issued
         pursuant to the Amendment and Restatement dated as of August 8,
         1989 of a Rights Agreement dated as of March 4, 1986, between
         the Company and First Chicago Trust Company of New York, as
         Rights Agent, at a price of $32.00 per Share, net to the seller
         in cash, upon the terms and subject to the conditions set forth
         in the Offer to Purchase dated November 3, 1995 and the related
         Letter of Transmittal (which together constitute the "Praxair
         Offer"), as disclosed in a Tender Offer Statement on Schedule
         14D-1 filed by P Sub and Praxair with the Commission on Novem-
         ber 3, 1995, and as subsequently amended.  Unless otherwise
         indicated, all capitalized terms used but not defined herein
         shall have the meanings ascribed to them in the Schedule 14D-9.


         ITEM 6.   RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECU-
                   RITIES.

                   (a)  Twenty-one trusts, of which John T. Horton, a
         director of the Company, is a co-trustee and in which Mr.
         Horton has a one-sixth beneficial interest, have filed Forms 144 
         with the Commission with respect to 575,022 shares of CBI
         Common Stock.  By notice dated December 5, 1995, the trusts 
         filed Forms 144 with respect to an aggregate of 75,012 shares.  
         By notice dated December 7, 1995, the trusts filed Forms 144 with 
         respect to an aggregate of 500,010 shares.  Mr. Horton has advised
         the Company that he did not participate in any decisions with
         respect to the possible disposition of such shares.





                                    SIGNATURE


                   After reasonable inquiry and to the best of its know-
         ledge and belief, the undersigned certifies that the informa-
         tion set forth in this statement is true, complete and correct.


                                       CBI INDUSTRIES, INC.



         Dated:  December 13, 1995     By:  /s/ John E. Jones          
                                            John E. Jones
                                            Chairman, President and
                                              Chief Executive Officer